RALEIGH, NC / ACCESSWIRE / November 7, 2024 / Issuer Direct Corporation (NYSE American:ISDR) (the “Company”), a leading communications company, today reported its operating results for the three and nine months ended September 30, 2024.
“While overall revenue decreased, we made solid progress in our transition toward a recurring revenue communications model centered around our new Media Suite products during the third quarter. This contributed to an increase in overall subscriptions, as we ended the quarter with 1,121 subscriptions to our products, up 9% over the prior quarter and 7% over the prior year. This resulted in an increase in annual recurring revenue (ARR) of almost $1 million since the prior quarter and over $1.4 million since the prior year. This transition toward a full investor relations and public relations ARR subscription model has proven to be attractive to potential customers, while at the same time improving our competitive positioning in the market,” said Brian R. Balbirnie, Issuer Direct’s Chief Executive Officer.
Revenue decreased 8% to $7.0M from $7.6M in Q3 2023
Adjusted EBITDA decreased to $1.4M from $1.8M in Q3 2023
Cash flow from operations increased to $1.5M from $0.3M in Q3 2023
Subscriptions increased to 1,121 from 1,050 in Q3 2023
Outlook:
Third Quarter 2024 Highlights:
Revenue – Total revenue was $6,953,000, an 8% decrease from $7,569,000 in Q3 2023 and a 10% decrease from $7,687,000 in Q2 2024. Communications revenue decreased 10% compared to Q3 2023 and 8% from Q2 2024. The decrease is primarily due to a decrease in revenue from our Newswire distribution platform and, less so, due to a decrease in revenue from our ACCESSWIRE platform as a result of a greater percentage of releases disseminated with lower priced distribution tiers. Communications revenue was 79% of total revenue for Q3 2024, compared to 80% for Q3 2023 and 77% for Q2 2024. Compliance revenue decreased 1% from Q3 2023 and 16% from Q2 2024. The decrease from the prior quarter is primarily due to a decline in revenue from our print and proxy fulfillment services due to the seasonal nature of the business being highest during the second quarter of each year.
Gross Margin – Gross margin for Q3 2024 was $5,172,000, or 74% of revenue, compared to $5,772,000, or 76% of revenue, during Q3 2023 and $5,818,000, or 76%, in Q2 2024. Communications gross margin was 75% of revenue, compared to 76% in Q3 2023 and 77% in Q2 2024. The decline in gross margin percentage is primarily due to the decline in revenue.
Operating Income -Operating income was $156,000 for Q3 2024, as compared to operating income of $593,000 during Q3 2023. The decrease in operating income was primarily due to the decrease in revenue and gross margin noted earlier, partially offset by a decrease in operating expenses.
Net (Loss) Income -On a GAAP basis, net loss was $(466,000), or $(0.12) per diluted share during Q3 2024, compared to net income of $273,000, or $0.07 per diluted share during Q3 2023.
Operating Cash Flows – Cash flows from operations for Q3 2024 were $1,498,000 compared to $287,000 in Q3 2023.
Non-GAAP Measures -Q3 2024 EBITDA was $590,000, or 8% of revenue, compared to $1,503,000, or 20% of revenue, during Q3 2023. Adjusted EBITDA was $1,369,000, or 20% of revenue, for Q3 2024 compared to $1,756,000, or 23% of revenue, for Q3 2023. Non-GAAP net income for Q3 2024 was $641,000, or $0.17 per diluted share, compared to $1,015,000, or $0.27 per diluted share, during Q3 2023. Adjusted free-cash flow was $1,369,000 for Q3 2024 compared to $127,000 for Q3 2023.
Year To Date Q3 2024 Highlights:
Revenue – Total revenue was $21,602,000, a 16% decrease from $25,839,000 during the first nine months of 2023. Communications revenue decreased 9% from the first nine months of 2023. The decrease is primarily related to a decrease in volume and pricing from our Newswire news distribution brand. Communications revenue was 78% of total revenue for the first nine months of 2024 compared to 72% for the same period of 2023. Compliance revenue decreased 35% from the first nine months of 2023. The decrease is primarily due to a decline in revenue from our print and proxy fulfillment services due to a few one-time, significant transactions which occurred during the nine months ended September 30, 2023, which did not occur in the current year. Additionally, we experienced a decrease in revenue from our disclosure services and transfer agent services due to a decrease in corporate actions and directives during the period .
Gross Margin – Gross margin for the first nine months of 2024 was $16,136,000, or 75% of revenue, compared to $19,877,000, or 77% of revenue, during the first nine months of 2023. Communications gross margin was 76% for the first nine months of 2024 compared to 78% for the same period of the prior year.
Operating Income -Operating income was $438,000 for the first nine months of 2024, compared to operating income of $2,921,000 during the first nine months of 2023. The decrease in operating income was primarily due to the decrease in revenue and gross margin noted earlier, partially offset by a decrease in operating expenses.
Net (Loss) Income -On a GAAP basis, net loss was $(598,000), or $(0.16) per diluted share during the first nine months of 2024, compared to net income of $1,492,000, or $0.39 per diluted share during the first nine months of 2023.
Operating Cash Flows – Cash flows from operations for the first nine months of 2024 were $2,294,000 compared to $2,290,000 during the same period of 2023.
Non-GAAP Measures -EBITDA for the first nine months of 2024 was $2,631,000, or 12% of revenue, compared to $5,147,000, or 20% of revenue, during the first nine months of 2023. Adjusted EBITDA was $3,585,000, or 17% of revenue, for the first nine months of 2024 compared to $6,663,000, or 26% of revenue, for the first nine months of 2023. Non-GAAP net income for the first nine months of 2024 was $1,809,000, or $0.47 per diluted share, compared to $4,314,000, or $1.13 per diluted share, during the first nine months of 2023. Adjusted free-cash flow was $1,860,000 for the first nine months of 2024 compared to $2,638,000 for the first nine months of 2023.
Key Performance Indicators:
As of September 30, 2024, we had 12,505 customers who had an active contract during the past twelve months, compared to 12,171 as of September 30, 2023.
During the quarter, the Company had 1,121 subscriptions to our products, compared to 1,050 subscriptions during the same period last year. The Company defines a subscription as any customer who enters into a contract for a minimum of one year for one or more products.
Non-GAAP Information
Certain Non-GAAP financial measures are included in this press release. In the calculation of these measures, the Company excludes certain items, such as amortization of intangible assets, stock-based compensation, tax impact of adjustments, other unusual items and discrete items impacting income tax expense. The Company believes that excluding such items provides investors and management with a representation of the Company’s core operating performance and with information useful in assessing its prospects for the future and underlying trends in the Company’s operating expenditures and continuing operations. Management uses such Non-GAAP measures to evaluate financial results and manage operations. The release and the attachments to this release provide a reconciliation of each of the Non-GAAP measures referred to in this release to the most directly comparable GAAP measure. The Non-GAAP financial measures are not meant to be considered a substitute for the corresponding GAAP financial statements and investors should evaluate them carefully. These Non-GAAP financial measures may differ materially from the Non-GAAP financial measures used by other companies.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES
(in thousands, except per share amounts)
CALCULATION OF EBITDA & ADJUSTED EBITDA
Three Months Ended | ||||||||
2024 | 2023 | |||||||
Amount | Amount | |||||||
Net (loss) income: | $ | (466 | ) | $ | 273 | |||
Adjustments: | ||||||||
Depreciation and amortization | 777 | 745 | ||||||
Interest expense, net | 265 | 298 | ||||||
Income tax expense | 14 | 187 | ||||||
EBITDA | 590 | 1,503 | ||||||
Acquisition and/or integration costs(1) | 43 | 59 | ||||||
Other non-recurring expenses(2) | 468 | (165 | ) | |||||
Stock-based compensation expense(3) | 268 | 359 | ||||||
Adjusted EBITDA: | $ | 1,369 | $ | 1,756 | ||||
Nine Months Ended | ||||||||
2024 | 2023 | |||||||
Amount | Amount | |||||||
Net (loss) income: | $ | (598 | ) | $ | 1,492 | |||
Adjustments: | ||||||||
Depreciation and amortization | 2,317 | 2,217 | ||||||
Interest expense, net | 835 | 817 | ||||||
Income tax expense | 77 | 621 | ||||||
EBITDA | 2,631 | 5,147 | ||||||
Acquisition and/or integration costs(1) | 150 | 430 | ||||||
Other non-recurring expenses(2) | 336 | 36 | ||||||
Stock-based compensation expense(3) | 468 | 1,050 | ||||||
Adjusted EBITDA: | $ | 3,585 | $ | 6,663 | ||||
(1) This adjustment gives effect to one-time corporate projects, including acquisition and/or integration related expenses, incurred during the periods.
(2) For the three and nine months ended September 30, 2024, this adjustment gives effect to a loss recorded on the change in fair value of our interest rate swap of $343,000 and $124,000, as well as, one-time accounting fees, termination benefits and other non-recurring or unusual expenses of $125,000 and $212,000, respectively. For the three months ended September 30, 2023, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $165,000, partially offset by one-time, non-recurring expenses of $45,000. For the nine months ended September 30, 2023, this adjustment gives effect to $370,000 payment related to early extinguishment of our Seller Note and one-time non-recurring expenses of $45,000, partially offset by a gain recorded on the change in fair value of our interest rate swap of $379,000.
(3) The adjustments represent stock-based compensation expense related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects.
CALCULATION OF NON-GAAP NET INCOME
Three Months Ended | ||||||||||||||||
2024 | 2023 | |||||||||||||||
Amount | Per diluted share | Amount | Per diluted share | |||||||||||||
Net (loss) income: | $ | (466 | ) | $ | (0.12 | ) | $ | 273 | $ | 0.07 | ||||||
Adjustments: | ||||||||||||||||
Amortization of intangible assets(1) | 682 | 0.18 | 686 | 0.18 | ||||||||||||
Stock-based compensation expense(2) | 268 | 0.07 | 359 | 0.09 | ||||||||||||
Other unusual items(3) | 511 | 0.13 | (106 | ) | (0.02 | ) | ||||||||||
Discrete items impacting income tax(4) | (47 | ) | (0.01 | ) | – | – | ||||||||||
Tax impact of adjustments(5) | (307 | ) | (0.08 | ) | (197 | ) | (0.05 | ) | ||||||||
Non-GAAP net income: | $ | 641 | $ | 0.17 | $ | 1,015 | $ | 0.27 | ||||||||
Weighted average number of common shares outstanding – diluted | 3,835 | 3,823 | ||||||||||||||
Nine Months Ended | ||||||||||||||||
2024 | 2023 | |||||||||||||||
Amount | Per diluted share | Amount | Per diluted share | |||||||||||||
Net (loss) income: | $ | (598 | ) | $ | (0.16 | ) | $ | 1,492 | $ | 0.39 | ||||||
Adjustments: | ||||||||||||||||
Amortization of intangible assets(1) | 2,045 | 0.53 | 2,056 | 0.54 | ||||||||||||
Stock-based compensation expense(2) | 468 | 0.12 | 1,050 | 0.28 | ||||||||||||
Other unusual items(3) | 486 | 0.13 | 466 | 0.12 | ||||||||||||
Discrete items impacting income tax expense(4) | 38 | 0.01 | – | – | ||||||||||||
Tax impact of adjustments(5) | (630 | ) | (0.16 | ) | (750 | ) | (0.20 | ) | ||||||||
Non-GAAP net income: | $ | 1,809 | $ | 0.47 | $ | 4,314 | $ | 1.13 | ||||||||
Weighted average number of common shares outstanding – diluted | 3,826 | 3,814 | ||||||||||||||
(1) The adjustments represent the amortization of intangible assets related to acquired assets and companies.
(2) The adjustments represent stock-based compensation expense related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects.
(3) For the three and nine months ended September 30, 2024, this adjustment gives effect to a loss recorded on the change in fair value of our interest rate swap of $343,000 and $124,000, as well as, one-time accounting fees, termination benefits and other non-recurring or unusual expenses, including acquisition and integration expenses of $168,000 and $362,000, respectively. For the three months ended September 30, 2023, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $165,000, partially offset by one-time, non-recurring expenses, including acquisition and/or integration expenses of $59,000. For the nine months ended September 30, 2023, this adjustment gives effect to one-time, non-recurring expenses, including acquisition and/or integration expenses of $430,000 and a $370,000 payment related to early extinguishment of our Seller Note and one-time non-recurring expenses of $45,000, partially offset by a gain recorded on the change in fair value of our interest rate swap of $379,000.
(4) This adjustment eliminates discrete items impacting income tax expense. For the three and nine months ended September 30, 2024, discrete items relate to additional income tax expense (benefit) recorded during the period related to the exercise of stock compensation of ($46,000) and $39,000, respectively, and a benefit related to a return to provision adjustment of ($25,000) for both periods. There were no discrete items impacting income tax for the three and nine months ended September 30, 2023.
(5) This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal tax rate of 21%.
CALCULATION OF FREE CASH FLOW AND ADJUSTED FREE CASH FLOW
Three Months Ended | ||||||||
2024 | 2023 | |||||||
Net cash provided by operating activities (US GAAP) | $ | 1,498 | $ | 287 | ||||
Payments for purchase of fixed assets and capitalized software | (140 | ) | (177 | ) | ||||
Free cash flow (Non-GAAP) | 1,358 | 110 | ||||||
Cash paid for acquisition and/or integration related items (1) | – | 17 | ||||||
Cash paid for other unusual items (2) | 11 | – | ||||||
Adjusted free cash flow (Non-GAAP) | $ | 1,369 | $ | 127 | ||||
Nine Months Ended | ||||||||
2024 | 2023 | |||||||
Net cash provided by operating activities (US GAAP) | $ | 2,294 | $ | 2,290 | ||||
Payments for purchase of fixed assets and capitalized software | (556 | ) | (345 | ) | ||||
Free cash flow (Non-GAAP) | 1,738 | 1,945 | ||||||
Cash paid for acquisition and/or integration related items (1) | 23 | 298 | ||||||
Cash paid for other unusual items (2) | 99 | 395 | ||||||
Adjusted free cash flow (Non-GAAP) | $ | 1,860 | $ | 2,638 | ||||
(1) This adjustment gives effect to one-time corporate projects, including acquisition and/or integration related expenses, paid during the periods.
(2) For the three and nine months ended September 30, 2024, this adjustment gives effect to payments for one-time accounting fees, termination benefits and other non-recurring or unusual expenses. During the nine months ended September 30, 2023, this adjustment is primarily related to a one-time payment of $370,000 related to the early termination of the note payable associated with the Newswire acquisition.
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About Issuer Direct Corporation
Issuer Direct® is a leading communications and compliance company, providing solutions for both Public Relations and Investor Relations Professionals for over 18 years. Our comprehensive solutions are used by thousands of customers from emerging startups to multi-billion dollar global brands, ensuring their most important moments are reaching the right audiences, via our industry leading newswire, IR website solutions, events technology, and compliance solutions. For more information, please visit http://www.issuerdirect.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “goal,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs, such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance, or achievements to be materially different from any anticipated results, performance, or achievements for many reasons. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company’s forward-looking statements, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, including but not limited to the discussion under “Risk Factors” therein, which the Company filed with the SEC and which may be viewed at http://www.sec.gov/.
For Further Information:
Issuer Direct Corporation
Brian R. Balbirnie
(919)-481-4000
[email protected]
Hayden IR
Brett Maas
(646)-536-7331
[email protected]
Hayden IR
James Carbonara
(646)-755-7412
[email protected]
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
September 30, | December 31, | |||||||
2024 | 2023 | |||||||
ASSETS | (unaudited) | |||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 4,086 | $ | 5,714 | ||||
Accounts receivable (net of allowance for credit losses of $1,375 and $1,119, respectively | 4,405 | 4,368 | ||||||
Income tax receivable | 223 | 232 | ||||||
Other current assets | 1,319 | 1,190 | ||||||
Total current assets | 10,033 | 11,504 | ||||||
Capitalized software (net of accumulated amortization of $3,583 and $3,424, respectively) | 934 | 556 | ||||||
Fixed assets (net of accumulated depreciation of $878 and $765, respectively) | 401 | 495 | ||||||
Right-of-use asset – leases | 830 | 1,022 | ||||||
Other long-term assets | 153 | 158 | ||||||
Goodwill | 21,927 | 21,927 | ||||||
Intangible assets (net of accumulated amortization of $11,607 and $9,562, respectively) | 27,445 | 29,490 | ||||||
Total assets | $ | 61,723 | $ | 65,152 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,420 | $ | 1,308 | ||||
Accrued expenses | 2,185 | 1,919 | ||||||
Income taxes payable | 13 | 11 | ||||||
Current portion of long-term debt | 3,667 | 4,000 | ||||||
Deferred revenue | 5,308 | 5,412 | ||||||
Total current liabilities | 12,593 | 12,650 | ||||||
Long-term debt (net of debt discount of $74 and $87, respectively) | 12,926 | 15,913 | ||||||
Deferred income tax liability | 40 | 139 | ||||||
Lease liabilities – long-term | 755 | 1,009 | ||||||
Other long-term liabilities | 145 | 21 | ||||||
Total liabilities | 26,459 | 29,732 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively. | – | – | ||||||
Common stock $0.001 par value, 20,000,000 shares authorized, 3,833,977 and 3,815,212 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively. | 4 | 4 | ||||||
Additional paid-in capital | 23,999 | 23,531 | ||||||
Other accumulated comprehensive loss | (75 | ) | (49 | ) | ||||
Retained earnings | 11,336 | 11,934 | ||||||
Total stockholders’ equity | 35,264 | 35,420 | ||||||
Total liabilities and stockholders’ equity | $ | 61,723 | $ | 65,152 | ||||
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except share and per share amounts)
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
Revenues | $ | 6,953 | $ | 7,569 | $ | 21,602 | $ | 25,839 | ||||||||
Cost of revenues | 1,781 | 1,797 | 5,466 | 5,962 | ||||||||||||
Gross profit | 5,172 | 5,772 | 16,136 | 19,877 | ||||||||||||
Operating costs and expenses: | ||||||||||||||||
General and administrative | 2,008 | 2,033 | 5,812 | 6,639 | ||||||||||||
Sales and marketing expenses | 1,618 | 1,838 | 5,684 | 6,258 | ||||||||||||
Product development | 671 | 581 | 2,044 | 1,887 | ||||||||||||
Depreciation and amortization | 719 | 727 | 2,158 | 2,172 | ||||||||||||
Total operating costs and expenses | 5,016 | 5,179 | 15,698 | 16,956 | ||||||||||||
Operating income | 156 | 593 | 438 | 2,921 | ||||||||||||
Interest expense, net | (265 | ) | (298 | ) | (835 | ) | (817 | ) | ||||||||
Other income (expense), net | (343 | ) | 165 | (124 | ) | 9 | ||||||||||
Income (loss) before taxes | (452 | ) | 460 | (521 | ) | 2,113 | ||||||||||
Income tax expense | 14 | 187 | 77 | 621 | ||||||||||||
Net income (loss) | $ | (466 | ) | $ | 273 | $ | (598 | ) | $ | 1,492 | ||||||
Income (loss) per share – basic | $ | (0.12 | ) | $ | 0.07 | $ | (0.16 | ) | $ | 0.39 | ||||||
Income (loss) per share – fully diluted | $ | (0.12 | ) | $ | 0.07 | $ | (0.16 | ) | $ | 0.39 | ||||||
Weighted average number of common shares outstanding – basic | 3,833 | 3,810 | 3,823 | 3,799 | ||||||||||||
Weighted average number of common shares outstanding – fully diluted | 3,835 | 3,823 | 3,826 | 3,814 | ||||||||||||
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
For the Nine Months Ended | ||||||||
September 30, | September 30, | |||||||
2024 | 2023 | |||||||
Cash flows from operating activities: | ||||||||
Net (loss) income | $ | (598 | ) | $ | 1,492 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 2,317 | 2,217 | ||||||
Provision for credit losses | 906 | 373 | ||||||
Deferred income taxes | (99 | ) | (506 | ) | ||||
Change in fair value of interest rate swaps | 124 | (379 | ) | |||||
Stock-based compensation expense | 468 | 1,050 | ||||||
Measurement period adjustments | – | 571 | ||||||
Non-cash interest adjustment on note payable | 13 | 8 | ||||||
Changes in operating assets and liabilities: | ||||||||
Decrease (increase) in accounts receivable | (951 | ) | (1,669 | ) | ||||
Decrease (increase) in other assets | 78 | (92 | ) | |||||
Increase (decrease) in accounts payable | 113 | (49 | ) | |||||
Increase (decrease) in accrued expenses | 19 | (491 | ) | |||||
Increase (decrease) in deferred revenue | (96 | ) | (235 | ) | ||||
Net cash provided by operating activities | 2,294 | 2,290 | ||||||
Cash flows from investing activities: | ||||||||
Capitalized software | (537 | ) | (319 | ) | ||||
Purchase of fixed assets | (19 | ) | (26 | ) | ||||
Purchase of acquired business, net of cash received | – | 350 | ||||||
Net cash provided by (used in) investing activities | (556 | ) | 5 | |||||
Cash flows from financing activities: | ||||||||
Exercise of stock options | – | 19 | ||||||
Payment of note payable | (3,333 | ) | (22,000 | ) | ||||
Issuance of secured promissory note | – | 19,988 | ||||||
Payment for capitalized debt issuance costs | – | (88 | ) | |||||
Net cash used in financing activities | (3,333 | ) | (2,081 | ) | ||||
Net change in cash and cash equivalents | (1,595 | ) | 214 | |||||
Cash and cash equivalents – beginning | 5,714 | 4,832 | ||||||
Currency translation adjustment | (33 | ) | 4 | |||||
Cash and cash equivalents – ending | $ | 4,086 | $ | 5,050 | ||||
Supplemental disclosures: | ||||||||
Cash paid for income taxes | $ | 170 | $ | 993 | ||||
Cash paid for interest | $ | 1,093 | $ | 1,208 | ||||
SOURCE: Issuer Direct Corporation
